Viohalco S.A. — M&A Activity 2016

Feb 17, 2016

PRESS RELEASE OF VIOHALCO SA

Brussels, 17 February 2016

The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

Results of the extraordinary shareholders' meeting of 17 February 2016

On the 17th February 2016, the extraordinary general meeting of the shareholders of Viohalco S.A., a public limited liability company incorporated under Belgian law (hereinafter referred to as « Viohalco ») approved the cross-border merger by absorption between Viohalco as absorbing company and the following companies:

• i. the public limited liability company by shares under Greek law (Ανώνυμος Εταιρία) named ELVAL HOLDINGS SOCIETE ANONYME (hereinafter referred to as « Elval »);
• ii. the limited liability company by shares under Greek law (Ανώνυμος Εταιρία) named DIATOUR, MANAGEMENT AND TOURISM SOCIETE ANONYME (hereinafter referred to as « Diatour »);
• iii. the limited liability company by shares under Greek law (Ανώνυμος Εταιρία) named ALCOMET COPPER AND ALUMINIUM SOCIETE ANONYME (hereinafter referred to as « Alcomet »); and
• iv. the limited liability company under Luxembourg law named EUFINA S.A. (hereinafter referred to as « Eufina », and together with Elval, Diatour and Alcomet « the Absorbed Companies »).

As a result of the cross-border merger, all assets and liabilities of the Absorbed Companies will be transferred to Viohalco at their book value on 31 October 2015 and all operations of the Absorbed Companies carried out as from 1 November 2015, will be considered for accounting and tax purposes, as carried out for the account of Viohalco.

As a consideration for the transfer of the assets and liabilities of the Absorbed Companies, the extraordinary shareholders' meeting decided to increase the share capital of Viohalco by the amount of EUR 24,227,956.76, in order to increase the total share capital from EUR 117,665,854.70 to EUR 141,893,811.46, through the issuance of 38,250,030 new shares of Viohalco, which will be fully paid up, and will be allocated, without cash surplus, to the shareholders of Elval (except Viohalco, Diatour, Alcomet and Eufina, in their capacity as existing shareholders of Elval, whose shares will be cancelled), the shareholders of Diatour (except Viohalco, in its capacity as existing shareholder of Diatour, whose shares will be cancelled), the shareholders of Alcomet (except Viohalco, in its capacity as existing shareholder of Alcomet, whose shares will be cancelled) and to the shareholders of Eufina, so as to bring the total number of shares of Viohalco to 259.189.761 shares.

According to the draft terms of Cross-border Merger (as amended, approved and in force), the exchange ratio of the shares of the companies involved in the Cross-border Merger, on the basis of the valuation of such companies adopted by the Board of Directors and the boards of directors of the Absorbed Companies, corresponds to one Viohalco share for:

• (i) 1.29243192046551 Elval share;
• (ii) 0.581797828936709 Diatour share;
• (iii) 0.152485513876182 Alcomet share; and
• (iv) 0.0161861516792586 Eufina share.

As a result of the cross-border merger, Viohalco will acquire a total of 12,224,915 of its own shares (corresponding to the sum of 1,574,542 of its own shares acquired from Diatour, 1,641,177 of its own shares acquired from Alcomet and 9,009,196 of its own shares acquired from Eufina). Following the completion of the cross-border merger, such own shares will be cancelled, and such cancellation will be imputed on the non-distributable reserve of Viohalco amounting to EUR 27,382,429.84 that has been created.

The cross-border merger will be effective on the date on which the Belgian public notary competent to verify the legality conditions of the cross-border merger (i) will have received from the Greek Ministry of Economy, Development & Tourism and from the designated public notary in Luxembourg their respective certificates conclusively attesting the proper completion of the relevant pre-merger acts and formalities under Greek and Luxembourg law (as relevant) (the « Pre-Merger Certificates »), and (ii) further to the receipt of such Pre-Merger Certificates, will have certified, through the signing of a notarial deed, that the Cross-border Merger is completed.

About Viohalco

Viohalco is the holding company of various metal processing companies in Europe, based in Belgium. With production facilities in Greece, Bulgaria, Romania, Russia, FYROM and the United Kingdom, Viohalco's subsidiaries specialise in the manufacture of aluminium, copper and cables, and steel and steel pipes products, generating an annual revenue of EUR 2.9 billion. In addition, Viohalco and its companies own substantial real estate properties in Greece and have redeveloped some of its properties as real estate development projects. For more information about our company, please visit our website at www.viohalco.com

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